Robert Gay - Jul 21, 2021 Form 3 Insider Report for Zevia PBC (ZVIA)

Role
Chief Strategy Officer and EVP, Sales & Marketing Exhibit 24 - Power of Attorney
Signature
/s/ Lorna R. Simms, Attorney-in-fact for Robert Gay
Stock symbol
ZVIA
Transactions as of
Jul 21, 2021
Transactions value $
$0
Form type
3
Date filed
7/21/2021, 09:09 PM
Next filing
Jul 28, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ZVIA Class A Common Stock 850K Jul 21, 2021 Direct F1
holding ZVIA Class B Common Stock 584K Jul 21, 2021 By Robert Gay Trust

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ZVIA Class B Units Jul 21, 2021 Class A Common Stock 584K By Robert Gay Trust F2
holding ZVIA Stock Option (Right to Buy) Jul 21, 2021 Class A Common Stock 180K $0.01 By Robert Gay Trust F3
holding ZVIA Restricted Phantom Units Jul 21, 2021 Class A Common Stock 90K $0.01 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of 850,000 restricted stock units ("RSUs") received by the Reporting Person upon assumption and adjustment of 425,000 Restricted Common Class C Units of Zevia LLC. Each RSU represents the right to receive one share of Class A Common Stock of the Issuer. 700,000 RSUs will vest as follows: (i) 100% on the consummation of a change of control or (ii) in equal monthly installments over the 36-month period following the termination of the lockup period following the initial public offering of the Issuer. 150,000 RSUs will vest in full on the earliest to occur of (i) the date that is six months after the initial public offering of the Issuer (the "IPO"), (ii) the termination of the lockup period following the IPO or (iii) the consummation of a change in control of the Issuer, subject to the Reporting Person's continued service to the Issuer.
F2 The Class B Units of Zevia LLC are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A Common Stock of the Issuer. Upon exchange of a Class B Unit, the corresponding share of Class B Common Stock will be automatically cancelled.
F3 Represents options to purchase 180,000 shares of Class A Common Stock of the Issuer received by the Reporting Person upon assumption and adjustment of 90,000 unit options of Zevia LLC. 112,500 options are vested and the remaining 67,500 options will vest in monthly installments over the next 18 months, subject to the Reporting Person's continued service to the Issuer.
F4 Represents 90,000 restricted phantom units received by the Reporting Person upon assumption and adjustment of 45,000 Restricted Phantom Class C Common Units of Zevia LLC. Each restricted phantom unit represents the right to receive a number of shares of Class A Common Stock of the Issuer with a fair market value equal to (i) the total number of restricted phantom units, multiplied by (ii) the difference between (x) the fair market value of a share of Class A Common Stock of the Issuer on the vesting date and (y) the exercise price per unit. The restricted phantom units vest and are settled upon the earliest to occur of (i) the date that is six months after the IPO, (ii) the date of a change of control or (iii) the liquidation of Zevia LLC.

Remarks:

Chief Strategy Officer and EVP, Sales & Marketing Exhibit 24 - Power of Attorney